Lululemon Athletica (LULU) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 25, 2026, and will be held virtually, with voting conducted via a universal WHITE PROXY CARD.

• A contested director election is occurring, with Dennis J. Wilson nominating three alternative candidates; the board recommends voting only for its three nominees.

• Key proposals include director elections, auditor ratification, executive compensation, an amendment to the equity incentive plan, and a stockholder proposal to declassify the board.

• The board supports the declassification proposal and plans to submit a binding amendment if approved.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors (Chip Bergh, Esi Eggleston Bracey, Teri List) for three-year terms; board recommends voting FOR only these nominees.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for FY ending Jan 31, 2027; board recommends FOR.

• Proposal 3: Advisory vote on executive compensation (say-on-pay); board recommends FOR.

• Proposal 4: Amendment to the 2023 Equity Incentive Plan to increase the share reserve by 6.3 million shares; board recommends FOR.

• Proposal 5: Advisory vote on declassifying the board so all directors are elected annually; board recommends FOR.

Board of directors and corporate governance

• The board consists of 11 members, with a mix of tenures and diverse expertise in global consumer brands, finance, technology, and ESG.

• Recent refreshment includes the addition of Chip Bergh and Esi Eggleston Bracey; two directors are not standing for reelection.

• The board is majority independent, with separate chair and CEO roles; Martha Morfitt serves as executive chair during the CEO transition.

• Three standing committees: Audit, People, Culture & Compensation, and Corporate Responsibility, Sustainability & Governance, all with independent members.

• The board supports ongoing engagement with stockholders and regular evaluation of governance practices.